Reverse Merger Agreement Dated as of September 28, 2011Reverse Merger Agreement • September 30th, 2011 • Stalar 2, Inc. • Blank checks • New York
This letter confirms the agreement of Tennessee Materials, Inc., whose address is 1455 Bud Cleary Road, Stantonville, TN 38379, or any of its successors, assigns, subsidiaries or affiliates (collectively referred to herein as the “Company”) to effect a reverse merger (the “Merger”) with Stalar 2, Inc., a Delaware corporation (the “Reporting Company”), an entity controlled by Dr. Steven Fox, whose address is 317 Madison Avenue, Suite 1520, New York, NY 10017. The Merger shall be structured so that immediately following consummation of the Merger and any planned financing entered into in connection therewith, the previous shareholders of the Reporting Company, or their designees, shall continue to own shares of the Reporting Company equal to a total of five percent (5%) of the fully-diluted capital stock of the Reporting Company (calculated post-money, e.g. after any planned equity financing transaction involving the Reporting Company contemplated to occur prior to, simultaneously with,
